Message-ID: <23301455.1075844509060.JavaMail.evans@thyme> Date: Thu, 1 Jun 2000 09:07:00 -0700 (PDT) From: annmarie.tiller@enron.com To: clint.freeland@enron.com, gareth.bahlmann@enron.com, rastin@velaw.com, paige.grumulaitis@enron.com, who@velaw.com, johnna.kokenge@enron.com, jeff.nogid@enron.com, kimberly.r.scardino@arthurandersen.com, sara.shackleton@enron.com, pushkar.shahi@enron.com, ryan.siurek@enron.com, william.stuart@enron.com Subject: Enron PATS 2000-1 Cc: brent.vasconcellos@enron.com, jlynch@velaw.com, jpenny@velaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: brent.vasconcellos@enron.com, jlynch@velaw.com, jpenny@velaw.com X-From: AnnMarie Tiller X-To: Clint Freeland, Gareth Bahlmann, RAstin@velaw.com, Paige B Grumulaitis, who@velaw.com, Johnna Kokenge, Jeff Nogid, kimberly.r.scardino@arthurandersen.com, Sara Shackleton, Pushkar Shahi, Ryan Siurek, William Stuart X-cc: Brent Vasconcellos, jlynch@velaw.com, jpenny@velaw.com X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Here are our tax comments on the PATS documents other than the Offering Circular. Regards, AnnMarie ___________________________________________________ Remarketing Agreement 1.) Section 5, Fees and Expenses, provides that the Remarketing Agent will not be entitled to any compensation or reimbursement for expenses in connection with its services under the Agreement, but UBS Warburg and/or affiliates of the bank are presumably receiving various fees (e.g., structuring, underwriting or placement fees, etc.?) and, to the extent the affiliate is foreign and its employees are performing those services in the US, we could have a withholding tax issue with respect to those fees. Can we get an itemization of the fees that Enron expects to pay in the deal and the status (i.e., foreign or domestic) of the intended recipient(s)? 2.) Section 4(c). If there is the potential for the remarketed notes to be issued in bearer form, are we sure that Enron will have the necessary rights to design the notes and monitor the marketing process so as to ensure we don't lose our interest deduction and that we don't become subject to withholding for payments to foreign holders? Trust Agreement 1.) Section 1.1, Definition of "Opinion of Counsel," page 6. The second sentence in this definition which describing that published rulings from the IRS can be relied upon in an an opinion from counsel on tax matters seems awkward. Are items not listed here off-limits for reliance? I would propose to delete the sentence entirely. 2.) Section 2.1(a), page 10. a.) Will the Trust actually be created at the time the Certificateholders make their investment or will it be created earlier and then be amended and restated at the time the Certificateholders make their appearance? If the latter is true, who will initially hold all the beneficial interests in the Trust, e.g., Enron or a third party, and if the latter, whether it is foreign or domestic? b.) Are there any restrictions on the number of Certificateholders either initially or at any subsequent time? If not, can we be sure that the Trust will not treated as a publicly traded partnership for tax purposes? 3.) Sections 4.3 and 4.4, pages 17-18. We should confirm that the The Bank of New York as Trustee will actually be responsible for any tax reporting that needs to ge done in connection with the trust, e.g., trust information return (Form 1041), or in connection with the certificate holders' ownership interest in the trust (Forms 1099-INT (interest) and Form 1099-? (foreign currency swap payments)) and/or Forms 1042/1042-S (if the offering becomes a Regulation S offering). I have found in the past that even when documents specify that a bank or trust company is supposed to handle these duties, they are typically either ill equipped or physically incapable of complying. (See also Section 6.11) 4.) To the extent that Enron is required to handle any of the book accounting, tax accounting/reporting, and any other day-to-day activitites for the Trust, we need to determine whether that would give the certificate holders nexus in Texas for purposes of the Texas franchise tax. We should also check to make sure that the reference to Enron in the name of the Trust doesn't affect this analysis especially since Enron is apparently responsible for paying the expenses and liabilities of the Trust under Section 3.6, the Trustee's fees under Section 9.5(a), and is responsible for indemnification of the Trustee, the Paying Agent, and the Certificate Registrar under Section 9.5(b). Purchase Agreement 1.) Section 3, page 8. What kind of discounted purchase price will be paid for the Notes first by the Trust and then by the Initial Purchaser? Presumably, the amount will be de minimis, but we need to know for purposes of doing an original issue discount ("OID") calculation. 2.) Section 4, page 8. We need to know if and when it is determined that the Certificates will be offered in a Regulation S offering. ---------------------- Forwarded by AnnMarie Tiller/Corp/Enron on 06/01/2000 09:37 AM --------------------------- Enron Global Finance From: Joyce Dorsey @ ECT 05/31/2000 02:24 PM To: rastin@velaw.com, Gareth Bahlmann/HOU/ECT@ECT, Clint Freeland/Corp/Enron@Enron, Paige B Grumulaitis/HOU/ECT@ECT, who@velaw.com, Johnna Kokenge/Corp/Enron@ENRON, jlynch@velaw.com, Jeff Nogid/HOU/ECT@ECT, kimberly.r.scardino@arthurandersen.com, Sara Shackleton/HOU/ECT@ECT, Pushkar Shahi/HOU/ECT@ECT, Ryan Siurek/Corp/Enron@ENRON, William Stuart/HOU/ECT@ECT, AnnMarie Tiller/Corp/Enron@ENRON, Brent Vasconcellos/Corp/Enron@ENRON cc: Subject: Enron PATS 2000-1 Please review the attached documents and submit comments on (i) the Purchase Agreement, (ii) the Trust Agreement, (iii) the Remarketing Agreement and, if time allows, (iv) the Offering Circular to Gareth Bahlmann or Clint Freeland by 4 p.m. tomorrow, Thursday, June 1. Clint will be meeting with the legal group tomorrow at 4 pm in EB2762. Please feel free to attend that meeting if you have comments that need to be discussed. Joyce Dorsey Assistant to Gareth Bahlmann ---------------------- Forwarded by Joyce Dorsey/HOU/ECT on 05/31/2000 01:32 PM --------------------------- mukunah@winstim.com on 05/31/2000 08:35:52 AM To: clint.freeland@enron.com, gareth.bahlmann@enron.com, kimberly.blue@ubsw.com, scott.whitney@ubsw.com, ryan.donovan@ubsw.com, scott.giese@ubsw.com, timothy.steele@ubsw.com, michael.davidson@ubsw.com, william.sullivan@ubsw.com, john.magovern@ubsw.com, raustin@houston.rr.com, mspradling@velaw.com, sara.shackleton@enron.com, who@velaw.com, gorloff@bracepatt.com, ktrautner@bracepatt.com, Rastin@velaw.com, jim.hunt@ubsw.com, lyndon.taylor@ubsw.com, tom.field@ubsw.com, ttabor@bankofny.com, kurzw@winstim.com, bergeronc@winstim.com cc: ecklandt@winstim.com, delaneyj@winstim.com, chudyj@winstim.com, earlyhud@winstim.com Subject: Enron PATS 2000-1 In connection with Enron's PATS offering, we're attaching a Cover Letter and clean and marked drafts of the revised Preliminary Offering Circular, Purchase Agreement, Remarketing Agreement and Trust Agreement. Best regards, Hazel Mukuna (See attached file: Cover Letter.doc) (See attached file: Preliminary Offering Circular.doc) (See attached file: Preliminary Offering Circular.REDLINE.doc) (See attached file: Purchase Agreement.doc) (See attached file: Purchase Agreement.REDLINE.doc) (See attached file: Remarketing Agreement.doc) (See attached file: Remarketing Agreement.REDLINE.doc) (See attached file: Trust Agreement.doc) (See attached file: Trust Agreement.REDLINE.doc) ______________________________________ This message, together with any attachments, is intended only for the use of the individual or entity to which it is addressed and may contain information that is legally privileged, confidential and exempt from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this message,or any attachment, is strictly prohibited. If you have received this message in error, please notify the original sender (or the WSPR Help Desk) immediately by telephone (212-858-1000) or by return E-mail and delete the message, along with any attachments, from your computer. Thank you. - Cover Letter.doc - Preliminary Offering Circular.doc - Preliminary Offering Circular.REDLINE.doc - Purchase Agreement.doc - Purchase Agreement.REDLINE.doc - Remarketing Agreement.doc - Remarketing Agreement.REDLINE.doc - Trust Agreement.doc - Trust Agreement.REDLINE.doc